John D. Callan, Jr.
About John D. Callan, Jr.
Senior Vice President, General Counsel, and Secretary of Broadstone Net Lease (BNL). He joined BNL in 2017, became General Counsel in August 2018, was promoted to SVP in February 2020, and appointed Secretary in July 2021. Age 40. Education: B.A. (SUNY Oneonta), J.D. (Albany Law School). He leads legal, corporate governance, and risk management, and oversees BNL’s Enterprise Risk Management Committee and sustainability; BNL’s internal Sustainability Committee is chaired by the SVP & General Counsel (Callan) with Board oversight via the Governance Committee . Company performance context tied to incentive metrics: 2024 AFFO per share rose ~1.4% to $1.43 (top end of guidance); occupancy was 99.1%; net income was $169.0m; leverage ended at 5.0x Net Debt/Adj. EBITDAre .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Broadstone Net Lease | Associate Counsel | 2017–2018 | Supported legal and securities work ahead of promotion to GC . |
| Broadstone Net Lease | General Counsel | Aug 2018–present | Leads legal, governance, risk; chairs Sustainability Committee; supports ERM . |
| Broadstone Net Lease | Senior Vice President | Feb 2020–present | Senior leadership responsibilities across legal/governance . |
| Broadstone Net Lease | Secretary | Jul 2021–present | Corporate secretary responsibilities . |
| Kodak Alaris | Corporate Counsel | 2015–2017 | Corporate legal counsel . |
| Harter Secrest & Emery | Corporate & Securities Attorney | 2011–2015 | Corporate/securities practice . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | None disclosed in BNL’s 2024–2025 proxy biographies . |
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $286,000 | $286,000 |
| All Other Compensation ($) | $25,970 (401k match/HSA/dividends/phone) | $45,309 (incl. $9,172 401k match; $27,709 dividends on unvested RS; $3,200 HSA; $1,200 phone) |
Notes:
- 2024 NEO tables do not include Callan; his base salary or fixed pay for 2024 is not disclosed in the 2025 proxy NEO tables (Callan not a 2024 NEO).
Performance Compensation
Annual cash bonus design and outcomes
- SVP bonus opportunity: Threshold 30% of salary; Target 52.5%; Max 75% (unchanged from 2023 design for SVPs) .
- Corporate scorecard weightings used to determine payouts (applies to all NEOs/SVPs):
- 75% objective metrics (AFFO/share, Net Debt/Adj. EBITDAre, Economic Occupancy)
- 25% “Structured Discretionary” strategic priorities .
| Item | 2023 | 2024 |
|---|---|---|
| SVP bonus schedule | 30% / 52.5% / 75% (threshold/target/max) | 30% / 52.5% / 75% (SVP) |
| Corporate scorecard metrics (weights) | AFFO/share 50%; Leverage 15%; Occupancy 10%; Structured Discretionary 25% | AFFO/share 50%; Leverage 15%; Occupancy 10%; Structured Discretionary 25% |
| Callan actual bonus ($) | $187,523 (paid Feb 2024 for FY2023) | Not disclosed as a 2024 NEO |
Scorecard targets vs actuals (company-wide; drive annual bonus):
| Metric | 2023 Target | 2023 Actual | 2024 Target | 2024 Actual |
|---|---|---|---|---|
| AFFO per share ($) | 1.410 | 1.412 | 1.410 | 1.428 |
| Net Debt / Annualized Adj. EBITDAre (x) | 5.50x | 5.17x | 5.50x | 5.03x |
| Economic Occupancy (%) | 98.0% | 99.2% | 98.0% | 99.1% |
| Structured Discretionary (points) | 104/130 | 127/130 | 104/130 | 124/130 |
Long-term incentives (equity)
- Design: SVPs receive 60% time-based RS and 40% performance-based RSUs (rTSR vs a peer group and MSCI US REIT), 3-year performance period for PSUs; time-based RS vest 25% annually over 4 years (except one-time grants noted) .
- No single-trigger vesting on change-in-control; awards are generally not automatically vested unless not assumed in a change-in-control transaction .
Callan’s FY2023 equity awards (grant date 2/28/2023):
| Award | Value ($) | Units/Shares | Vesting terms |
|---|---|---|---|
| Standard time-based RS | 150,000 | 8,375 | 25%/yr on 2/28/2024–2027 |
| Performance-based RSUs (rTSR) | 100,000 (target) | 5,584 (target) | 3-year performance ending 2/28/2026 (0–200% payout) |
| One-time time-based RS (ownership/retention) | 250,000 | 13,958 | 1/3 per yr on 2/28/2024–2026 (3-year) |
Vesting and settlement details (as of 12/31/2023):
| Detail | Amount |
|---|---|
| Unvested time-based RS (by grant year) | 2020: 1,341; 2021: 2,955; 2022: 2,620; 2023: 22,333 |
| Unvested PSUs (target) | 2022: 749; 2023: 5,584 |
| Scheduled future vesting of RS | 9,098 on 2/28/2025; 7,619 on 2/28/2026; 2,093 on 2/28/2027; 10,439 vested in Feb 2024 |
Other equity program features:
- 2024 PSU design adds an absolute TSR modifier: if relative outperformance occurs but absolute TSR is negative, payout reduced by 25% (not below target) .
- 2021 PSU cohort paid out at 41% of target upon completion in 2024 (CEO/President cohort; provides calibration context) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | SVPs must own BNL stock equal to 1.5x base salary within 5 years; includes unvested time-based RS; excludes unvested performance-based RS . |
| Retention/holding | Must retain at least 50% of vested stock awards until guideline met . |
| Hedging/pledging | Prohibited from hedging, margining, pledging, short-selling, or trading options in BNL stock (limited Board waivers possible) . |
| Beneficial ownership | Callan is not listed among “Directors and Named Executive Officers” in the 2025 beneficial ownership table; that table includes only directors and 2024 NEOs . |
Implications for insider selling pressure:
- Known scheduled vesting (above) indicates potential share deliveries through 2027; however, hedging/pledging is prohibited, and 50% post-vest holding is required until guideline compliance, limiting near-term sell pressure .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | Callan does not have a long-form employment agreement; he signed a standard short-form covering basic terms . |
| Restrictive covenants | Confidentiality; non-solicitation of protected business relationships; non-recruitment; non-disparagement during employment and for 12 months post-termination . |
| Severance | No formal severance arrangement disclosed for Callan; BNL does not maintain a broad written severance policy outside certain executives with specific agreements . |
| Change-in-control | Equity awards generally do not vest automatically on a standalone change-in-control (unless not assumed) . |
| Clawback | SEC/NYSE-compliant clawback policy (adopted/amended Oct 2023) allows recovery of incentive-based compensation after material restatements; no misconduct requirement . |
| Tax gross-ups | No excise tax gross-ups on change-in-control payments . |
Investment Implications
- Pay-for-performance alignment: Callan’s SVP pay uses the same corporate scorecard as other NEOs, heavily weighted to AFFO/share, leverage, and occupancy. 2023–2024 actuals exceeded targets on core metrics, supporting above-target corporate scorecard results and a 2023 bonus of $187,523 for Callan . This aligns legal/governance leadership incentives with value-creation drivers investors track.
- Retention risk: Unlike certain 2024 one-time five-year cliff-vesting equity retention awards granted to other senior leaders (CEO, President/COO, CFO, and two SVPs), Callan was not among recipients, suggesting lower incremental retention locking from that program; his outstanding RS/PSU schedules still provide multi-year retention .
- Governance and risk controls: As GC and Secretary, Callan influences compliance culture (hedging/pledging bans, clawbacks, ownership guidelines). These reduce misalignment risk and potential adverse trading signals from hedging/pledging .
- Supply overhang: Published vesting dates/sizes provide a predictable cadence of share releases through 2027; mandatory retention (50%) and guideline requirements moderate potential selling pressure near-term .
Overall: Incentives tied to AFFO, leverage, and occupancy align with REIT investor focus. Multi-year equity with performance (rTSR) and time-based components promotes retention and alignment. Lack of bespoke severance and exclusion from 2024 long-dated retention awards could incrementally elevate retention risk versus peers who received such awards, but existing unvested equity and governance policies remain stabilizing .